Robl Constr., Inc. v. Homoly

Robl and Homoly formed the Company to develop real estate. Robl held a 60% share and Homoly held 40%. Steve Robl was the tax matters partner; his wife, accountant Vera Robl, assisted with financial records; Homoly was a project manager. From 2006-2011, the Company operated at a loss. Robl periodically advanced money. The operating agreement required the consent of both members before “creation of any obligation or commitment of the Company, including the borrowing of funds, in excess of $10,000; [and] . . . . Any act which would cause a Member, absent such Member’s written consent, to become personally liable for any debt or obligation of the Company.” Vera notified Homoly that the Company needed “to make a capital call or increase loans on existing inventory,” that Robl had “put in $71,500 so if you go the route of capital call, your share to get caught up would be $47,666.” Homoly responded, “I would prefer the money from Robl to be considered a loan ... If Steve would rather me put in a capital call, however, I will … write the check.” In 2011, Robl sued for breach of contract, seeking $172,617.61. The district court entered summary judgment, finding that Homoly did not personally guarantee any loan. The Eighth Circuit reversed. The record showed that the parties genuinely dispute whether Homoly authorized Robl’s loan and personally guaranteed repayment. View "Robl Constr., Inc. v. Homoly" on Justia Law